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«Chief Executive‟s Report 9 Summary Operating and Financial Overview Directors‟ Report 15 Corporate Governance Report Report of the Remuneration ...»

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We are not content to rest on these laurels. We are actively developing our Ryanair Labs team which will be charged with developing Ryanair‘s presence on all digital platforms, expanding the range of services we offer, entering into partnerships with other digital leaders, and investing in emerging trends such as wearable devices, travel package holidays and related products and services.

Our people Over the past year average numbers employed in Ryanair rose from 9,059 to 9,501. Of this number more than 560 people were promoted as our growth created new opportunities for promotion, career progression and development. Despite the difficult economic environment, and a decline in profits, we agreed a modest pay increase in April for our team. We have also negotiated 5 year pay and condition deals with our cabin crew bases and 12 of our pilot bases, directly with our people, when their previous 5 year deals ended in March.

We were pleased to move into our new Dublin offices in January 2014, where we have created an exciting and engaging environment for all our people and which affords us the space to grow our team and invest in IT and digital specialists. We are pleased that Ryanair‘s new offices (which were designed by our people) were recently ranked one of Ireland‘s top 8 ―coolest office spaces‖ and we hope that many shareholders will take the time to visit us in our great new space over the coming months.

Our Shareholders Unlike other airlines, Ryanair continues to deliver substantial returns for our shareholders. Because our Board and Management team own a significant stake in the airline, we think, we plan, we invest, and we act like shareholders because we are significant shareholders.

Over the past year, we completed share buybacks of over €480m and, subject to shareholder approval at the forthcoming AGM, we plan to pay a third special dividend of approx. €520m to shareholders in Q4 of this fiscal year.

We recently completed our first unsecured eurobond debt facility, raising €850m for a 7 year period at fixed interest rates of less than 2%. We will face significant aircraft capex payments over the next 12 months, and once we have completed this significant investment, we will look again to improve shareholder returns both by growing our profits and share price, and by completing more share buybacks and special dividends when our net cash position allows us to do so.

Having returned over €2.5bn to our shareholders over the past 7 years, Ryanair will continue to look for opportunities to reward our shareholders for their investment in, and support for, our airline.

I would like to sincerely thank all the team at Ryanair for their hard work and dedication over the past 12 months. I would especially like to thank our Chairman, David Bonderman, who continues to provide strategic guidance and wise counsel. We are extremely fortunate to have someone of David‘s stature and experience in the business and despite his somewhat dodgy dress sense and musical taste I hope he will continue to chair Ryanair for many years to come.

Finally, may I close by thanking all of Ryanair‘s 82m customers who have flown with us over the last 12 months. We value your business and we are honoured that you chose to fly with Ryanair. I hope we will continue to welcome you and your families on board many more Ryanair flights in the future.

Yours sincerely, Michael O‘Leary Chief Executive

–  –  –

Operating expenses Fuel and oil

Airport and handling charges

Route charges

Staff costs


Marketing, distribution & other

Maintenance, materials and repairs

Aircraft rentals

4,378.1 4,165.8 Total operating expenses

–  –  –

Earnings per ordinary share (in € cent) Basic


Weighted avg. no. of ordinary shares (in M‟s) Basic


Summary year ended March 31, 2014

Profit after tax decreased by 8% to €522.8 million compared to €569.3 million in the year ended March 31, 2013 primarily due to a 5% increase in total operating expenses and a 4% reduction in average fares, offset by strong ancillary revenues and increased traffic. Total operating revenues increased by 3% to €5,036.7 million, primarily due to the 17% growth in ancillary revenues to €1,247.2 million and a 3% rise in traffic, offset by a 4% reduction in average fares.

Total revenue per passenger, as a result, remained flat. Load Factor increased by 1% to 83% compared to the year ended March 31, 2013.

Total operating expenses increased by 5% to €4,378.1 million, due to increased fuel prices and the higher level of activity. Fuel, which represents 46% of total operating costs compared to 45% in the prior year, increased by 7% to €2,013.1 million due to the higher euro price per gallon paid and increased activity in the year. Unit costs excluding fuel increased by 1% (sector length adjusted unit costs fell by 3%) and including fuel they rose by 2%. Operating margin decreased by 2% to 13% whilst operating profit decreased by 8% to €658.6 million.

Net margin was down 2% to 10%, compared to March 31, 2013.

Basic earnings per share for the year were 36.96 euro cent compared to basic earnings per share of 39.45 euro cent at March 31, 2013.

–  –  –

The directors present their Annual Report and audited consolidated and company financial statements of Ryanair Holdings plc (―the Company‖) a public limited company incorporated in the Republic of Ireland, and its subsidiary undertakings (with the company and the subsidiaries being together ―the Group‖) for the year ended 31 March 2014.

Review of business activities and future developments in the business

The Company operates an ultra low fares airline business and plans to continue to develop this activity by expanding its successful low fares formula on new and existing routes. Information on the Company is set out on pages 63 to 86 of the Annual Report. A review of the Company‘s operations for the year is set out on pages 86 to 105 of the Annual Report.

Results for the year Details of the results for the year are set out in the consolidated income statement on page 145 of the Annual Report and in the related notes to the financial statements.

Principle risks and uncertainties Details of the principle risks and uncertainties facing the Company are set forth on pages 47 to 62 of the Annual Report.

Key performance indicators Details of the key performance indicators relevant to the business are set forth on pages 46; 63 to 86; and 86 to 105 of the Annual Report.

Financial risk management Details of the Company‘s financial risk management objectives and policies and exposures to market risk are set forth in Note 11 on pages 172 to 182 of the consolidated financial statements.

Share capital The number of ordinary shares in issue at March 31, 2014 was 1,383,237,668 (2013: 1,447,051,752;

2012: 1,455,593,261). Details of the classes of shares in issue and the related rights and obligations are more fully set out in Note 15 on pages 185 to 186 of the consolidated financial statements.

Accounting records The directors believe that they have complied with the requirements of Section 202 of the Companies Act, 1990 with regard to books of account by employing financial personnel with appropriate expertise and by providing adequate resources to the financial function. The books of account of the Company are maintained at its registered office, Airside Business Park, Swords, Co. Dublin, Ireland.

Company information The Company was incorporated on August 23, 1996 with a registered number of 249885. It is domiciled in the Republic of Ireland and has its registered offices at Airside Business Park, Swords, Co. Dublin, Ireland.

It is a public limited company and operates under the laws of Ireland.

Staff At March 31, 2014, the Company had a team of 8,992 people. This compares to 9,137 people at March 31, 2013 and 8,388 people at March 31, 2012.

Substantial interests in share capital Details of substantial interests in the share capital of the Company which represent more than 3% of the issued share capital are set forth on page 114 of the Annual Report. At March 31, 2014 the free float in shares was 96%.

Directors and company secretary The names of the directors are listed on pages 106 and 107 of the Annual Report. The name of the company secretary is listed on page 111 of the Annual Report. Details of the appointment and re-election of directors are set forth on page 16 of the Annual Report.

Interests of directors and company secretary The directors and company secretary who held office at March 31, 2014 had no interests other than those outlined in Note 19 on page 189 of the consolidated financial statements in the shares of the Company or other group companies.

Directors‟ and senior executives‟ remuneration The Company‘s policy on senior executive remuneration is to reward its executives competitively, having regard to the comparative marketplace in Ireland and the United Kingdom, in order to ensure that they are properly motivated to perform in the best interests of the shareholders. Details of total remuneration paid to senior key management (defined as the executive team reporting to the Board of Directors) is set out in Note 27 on page 200 of the consolidated financial statements.

Executive director‟s service contract Ryanair entered into an employment agreement with its only executive director, Michael O‘Leary on July 1, 2002 for a one year period to June 30, 2003. Thereafter, the agreement continues for successive annual periods but may be terminated with 12 months notice by either party. Mr. O‘Leary is subject to a covenant not to compete with the Company within the EU for a period of one year after the termination of his employment with the Company. Michael O‘Leary‘s employment agreement contains no provisions providing for compensation on its termination.

Dividend policy Details of the Company‘s dividend policy are disclosed on page 121 of the Annual Report.

Share buy-back On June 20, 2013 the Company detailed plans to return up to €1.0 billion to shareholders over the following two years. At March 31, 2014 €481.7 million has been returned via share buybacks and the balance (in special dividends) is to be completed in the fiscal year 2015 (subject to profitability and shareholder approval at the AGM on September 25, 2014).

In the year ended March 31, 2014 the Company bought back 69.5 million ordinary shares (including just over 6.0 million American Depositary Receipts (ADR‘s), which each represented five ordinary shares) at a total cost of €481.7 million. This is equivalent to approximately 4.8% of the Company‘s issued share capital at March 31, 2013. All ordinary shares repurchased were cancelled. Accordingly, share capital decreased by 69.5 million ordinary shares with a nominal value of €0.4 million and the capital redemption reserve increased by a corresponding €0.4 million. The capital redemption reserve is required to be created under Irish law to preserve permanent capital in the Parent Company.

Accountability and audit The directors have set out their responsibility for the preparation of the financial statements on page 30 to

31. They have also considered the going concern position of the Company and their conclusion is set out on page 28. The Board has established an Audit Committee whose principal tasks are to consider financial reporting and internal control issues. The Audit Committee, which consists exclusively of independent nonexecutive directors, meets at least quarterly to review the financial statements of the Company, to consider internal control procedures and to liaise with internal and external auditors. In the year ended March 31, 2014 the Audit Committee met on five occasions. On a quarterly basis the Audit Committee receives an extensive report from the internal auditor detailing the reviews performed in the year, and a risk assessment of the Company. This report is used by the Audit Committee and the Board of Directors, as a basis for determining the effectiveness of internal control. The Audit Committee regularly considers the performance of internal audit and how best financial reporting and internal control principles should be applied.

In addition, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditor.

Social, environmental and ethical report See pages 112 to 113 of the Annual Report for details of employee and labour relations.

See pages 83 to 85 of the Annual Report for details on environmental matters.

See page 143 of the Annual Report for details of Ryanair‘s Code of Ethics.

Air safety Commitment to air safety is a priority of the Company. See page 73 of the Annual Report for details.

Critical accounting policies Details of the Company‘s critical accounting policies are set forth on pages 91 to 92 of the Annual Report.

Subsidiary companies Details of the principal subsidiary undertakings are disclosed in Note 27 on page 200 of the consolidated financial statements.

Political contributions During the financial years ended March 31, 2014, 2013 and 2012 the Company made no political contributions which require disclosure under the Electoral Act, 1997.

Corporate Governance Statement The Corporate Governance Statement on pages 15 to 28 forms part of the Directors‘ Report.

Post balance sheet events Details of significant post balance sheet events are set forth in Note 26 on page 199 of the consolidated financial statements.

On April 30, 2014, the Company agreed to purchase an additional 5 Boeing 737 800 ―Next Generation‖ aircraft for delivery in fiscal 2016, bringing the total number of aircraft to be purchased from Boeing to 180 for delivery between fiscal year 2015 and 2019.

In the first quarter fiscal year 2015, the Company entered into 8 short-term leases between May and September 2014 to support the capacity requirements prior to delivery of new aircraft in September 2014.

On May 19, 2014, the Company indicated that it plans to pay a special dividend of up to €520 million in the fourth quarter of fiscal year 2015, subject to shareholder approval at its annual general meeting on September 25, 2014.

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